UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of November 2021

Commission File Number: 001-40875

NUVEI CORPORATION

(Exact name of registrant as specified in its charter)

1100 René-Lévesque Boulevard West, Suite 900

Montreal, Quebec H3B 4N4

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

☐ Form 20-F ☒ Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

On October 14, 2021, the Company issued a material change report, a copy of which is furnished as Exhibit 99.1.

 

EXHIBIT INDEX

 

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
99.1		Material Change Report, dated October 14, 2021

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		Nuvei Corporation
Date: November 1, 2021		By:		/s/ David Schwartz
				Name		David Schwartz
				Title:		Chief Financial Officer

Exhibit 99.1

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 – Name and Address of Company

 

Nuvei Corporation (“Nuvei” or the “Company”)

1100 René-Lévesque Boulevard West,

Suite 900 Montréal, Quebec 

H3B 4N4

 

Item 2 - Date of Material Change

 

October 4, 2021

 

Item 3 – News Release

 

A news release was disseminated over Globe Newswire on October 4, 2021.

 

Item 4 – Summary of Material Change

 

On October 4, 2021, Nuvei announced the launch of a marketed offering of 1,500,000 subordinate voting shares of the Company in the United States and Canada, which was increased to 3,000,000 subordinate voting shares of the Company, representing Nuvei’s initial public offering in the United States (the “Offering”). In connection with the Offering, Nuvei applied to list its subordinate voting shares on Nasdaq Global Select Market (the “Nasdaq”). In addition, Nuvei granted the Underwriters (as defined below) a 30-day over-allotment option to purchase up to an additional 15% of the Offering.

 

Item 5 – Full Description of Material Change

 

5.1

Full Description of Material Change

 

On October 4, 2021, Nuvei announced the launch of a marketed offering of 1,500,000 subordinate voting shares of the Company in the United States and Canada, which was increased to 3,000,000 subordinate voting shares of the Company, representing Nuvei’s initial public offering in the United States. In addition, Nuvei granted the Underwriters (as defined below) a 30-day over-allotment option to purchase up to an additional 15% of the Offering.

 

In connection with the Offering, Nuvei entered into an underwriting agreement with Goldman Sachs & Co. LLC, Credit Suisse, J.P. Morgan, BMO Capital Markets, RBC Capital Markets, Raymond James Ltd., Canaccord Genuity Corp., Cowen and Company, LLC, Keefe, Bruyette & Woods, A Stifel Company, William Blair, National Bank Financial Inc., CIBC Capital Markets and Scotiabank (collectively, the “Underwriters”).

 

-2-

 

 

 

On October 8, 2021, the Underwriters purchased, at a price of US$123.14 per subordinate voting share, an aggregate of 3,450,000 subordinate voting shares offered by Nuvei, including 450,000 subordinate voting shares of the Company following the exercise in full by the Underwriters of their over-allotment option, for gross proceeds to Nuvei of US$424,833,000.

 

Nuvei expects to use the net proceeds from the Offering primarily to strengthen Nuvei’s financial position and allow it to pursue its growth strategies.

 

In connection with the Offering, Nuvei’s subordinate voting shares started trading in US dollars on Nasdaq and will continue to trade on the Toronto Stock Exchange (the “TSX”) in Canadian dollars under the symbol “NVEI” in both instances.

 

Nuvei voluntary delisted its “NVEI.U” US dollar listing on the TSX after the close of markets on October 13, 2021.

 

5.2

Disclosure for Restructuring Transactions

 

Not applicable.

 

Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7 - Omitted Information

 

Not applicable.

 

Item 8 – Executive Officer

 

David Schwartz

Chief Financial Officer

(514) 313-1190

 

Item 9 – Date of Report

 

October 14, 2021.